7: Sara tries to talk with May, but gets brushed off. Moose confronts Sara and asks her opinion about Spider-Girl.

8: May meets up with Gene who's excited that she might become a cheerleader. Meanwhile, Normie Osborn tells Peter to drop by his office because he has something important to show him.

9: Dr. Eve Manning leads a Humanity First meeting at a boarded up church. Some Midtown students are in attendence.

10: Mary Jane asks May if she can go home after school and babysit Ben. She also asks May if she's heard of Humanity First.

11-18: On the way home, May is being followed by her stalker. She hides and watches as the stalker gets grabbed by a group of masked Humanity First thugs. As Spider-Girl, she rescues the stalker and learns that it's Sara Hingle. Two mutants, Impact and Pirouette, attack the thugs. May tries to protect the thugs from being injured. One of Arana's henchmen is watching the fight and reporting back to her. Impact and Pirouette convince Sara to join them and they leave together.

19-21: Peter meets Normie at his office. Normie brings Peter into a secure lab and shows him what looks like his daughter May in some sort of suspended animation tube. Normie tells Peter that he found her in one of his grandfather's secret labs, and that she is the original May Parker.

Continuity Notes:
This issue takes place in a single day, not too long after the previous issue.

1-2: May and Gene Thompson are heading to the coffee shop when May gets a call from Phil Urich wondering if she knows where Peter is.

3-4: Peter is with Normie in the secret lab with the May duplicate. According to Norman Osborn's notes it's part of something called Project Changeling. Normie says he has an idea of where he can go for answers.

5: May enters the coffee shop to find Gene talking with Simone. She accidentally commits to joining the cheerleading squad.

6: The next morning May gets ready for school. As she leaves, Peter is watching her suspiciously from an upstairs window.

7-8: Davida tells May that the student government is going to reject the HUmanity First student group. May tries to talk with Sara Hingle, but Sara lashes out at her.

9: Normie is at Ryker's island asking Elan DeJunae for information about Project Changeling. She smiles but refuses to tell him anything.

10: Davida tells the Humanity First students that their group is rejected. They make a veiled threat against Davida to Brad Miller.

11: Some cheerleaders tell May they'll see her at practice later. May sees Wes and thanks him for coming to the hospital the other day.

12-16: May, as Spider-Girl, goes looking for Sara. She sees Moose secretly following Sara. Sara enters a building and inside are Pirouette, Impact, and a diminutive mutant with a large head named Headcase. Headcase is a psychic and tells the others that Sara was followed by two people. They present Sara with a costume. Moose approaches the building, but an explosion caused by Sara knocks him unconscious. Sara, calling herself Nucleus, attacks Spider-Girl while Spider-Girl attempts to see if Moose is okay.

17: Peter is in Normie's lab. He attempts to take a sample of the liquid that the May duplicate is suspended in, but when it is exposed to the air an explosion occurs.

18-21: Moose wakes up and starts cheering for Sara to defeat Spider-Girl. Spider-Girl throws Sara through the air, dizzying and incapacitating her. Moose goes to help Sara, blaming Spider-Girl for hurting her.

1-3: Spider-Girl and Push train together in the city. May realizes she is late for her date with Gene.

4: Peter wakes up in Normie's lab. He and Normie agree to keep the May clone secret for now until they learn the truth.

5-6: May arrives at the cafe and sees Gene flirting with Simone. She turns to leave, but runs into Wes. Gene then sees her, misinterprets the situation, and tries to punch Wes. May stops him, embarrassing him in front of everyone at the cafe.

7: From prison, Elan talks on the phone with a man named Rene who tells her that Normie's discovery of the May clone was part of a secret plot.

8-9: The next morning, Peter arrives home, but he is acting strange around May. At school, Gene tells May that he doesn't think he can trust her.

10: MJ tries to find out what is wrong, but Peter won't tell her.

11: Davida rejects a request to start a Humanity First student group.

12: Nancy Lu meets with Sara Hingle and her mother to tell them about the Xavier Institute. Sara makes clear that she isn't interested.

14-20: Spider-Girl and Push follow Sara Hingle until she enters a building. Sara learns that the mutants that she befriended are led by Magneta. Magneta attacks Spider-Girl and Push. Spider-Girl and Push escape Magneta, who then disappears. Sara runs off, scared.

10: May gets a call from Darkdevil telling her that her father has been looking for Kaine.

11: Elan pushes a button, and in Normie's lab, the clone bursts free and attacks Normie.

12-16: Peter attacks Kaine, asking him to tell the truth about May. Kaine doesn't know what Peter's talking about. They fight until Darkdevil and Spider-Girl arrive to break it up.

17: Brenda goes down into Normie's lab and finds him lying unconscious.

18-21: At school, May's Spider-Sense is going off. Humanity First students approach Brad Miller, asking him to join them. Sara receives a call from the Sisterhood, who demand that she chooses a side. May asks if she can help, but Sara runs off. Brad warns May that the Humanity First students are targeting Davida. She runs to the roof to change. There, she runs into the May clone, wearing an identical outfit.

Continuity Notes:
Pages 1-4 continue a few hours after the conclusion of the previous issue. Pages 5-21 occur the next day.

Synopsis:
1-2: On the roof, the clone accuses May of being an imposter. May runs off, intent on protecting Davida from Humanity First.

*: Recap page

3: Normie wakes up and calls Peter to warn him about the awakened May clone.

4: Spider-Girl webs up some Humanity First thugs before they can attack Davida.

5-6: Elan, as Fury, leaves her headquarters on a mission. Spider-Girl calls Push to warn her about Magneta's ultimatum to Sara. Wes tells Gene that he knows about the defaced posters, and tells him to come clean to May.

7-8: Fury attacks Peter Parker and subdues him.

9: May returns to school and finds Wes with a black eye

10: Sara shows up at Humanity First's meeting site and starts destroying the building with her powers.

11-13: May confronts Gene in the middle of football practice. He reveals that he defaced her posters and she dumps him and storms off. Push calls and tells her that they need help with Sara. May swings off but the clone sees her leaving.

14-16: May swings toward the battle, but is attacked by the clone. They fight while the X-People try to stop Sara.

17-19: Arana learns of Spider-Girl's fight with the clone. Spider-Girl webs up the clone. Spider-Girl talks down Sara Hingle, but Magneta somehow triggers Sara to explode from a distance.

20-21: MJ sees a report on television about the explosion. Just then the May clone shows up home battered and bruised. At the explosion site, a scrap of Spider-Girl's costume is visible in the rubble.

Continuity Notes:
This issue picks up immediately after the previous issue and takes place in a single day.